A Silver Star
by storyteller274
Summary: 2 years after New York and Beatrice Babino has become a part of SHIELD. Her and Steve are in a place where they are comfortable with each other and trust each other, but what happens when something from Steve's past comes back with a new metal arm? Can Beatrice handle everything being thrown at her as the life she has lived for 2 years starts to crumble around her? *Book 2*
1. storytime

"Thank you again, Anthony. Getting you to donate not only your time but also a piece of your past from the war means so much to the Smithsonian."

Anthony Babino walked down the hall of the museum; his cane clicking on the linoleum floor with every step he took. A feeling of admiration washed over him as he marveled over the pieces of history on display. It made him feel old and young at the same time. Anthony turned to look over his shoulder only to do a double take.

"Beatrice!"

About 20 feet away from him was a 13-year-old who was reaching towards one of the statues from Easter Island. Her long brown hair swirled down her back and looked as if it had been tamed for the curls to be so loose. Her army green jacket had black sleeves attached that slapped down to her sides at the sound of her grandfather's voice. With her brown eyes wide; Beatrice raised her hands in surrender.

"I didn't do it!" She yelled back down the hall. Anthony rolled his eyes with a small smile on his face and held his hand out in her direction. Beatrice jogged to her grandfather's side and took his hand in hers. The two Babinos' walked down the rest of the hall to enter the large room they were heading towards: The World War II exhibit.

Tattered American flags, uniforms, and pictures were kept locked away behind glass to preserve the history in them. There was even some weaponry - like rifles and safe grenades - shown off in cases of protected glass. Anthony and Beatrice followed the museum employee to one glass case of to the side of the room.

Inside the case was an aged photo of Lt. Anthony Babino with some of the other soldiers from the 107th. One of the soldiers had a big smile on his face as his black hair was wavy and unruly. Beatrice looked closer to the picture and saw the names of the men in the picture; quickly finding the name of the soldier. _Sgt. James Barnes_. Next to it was an aged green hard helmet most soldiers wore. The helmet belonged to Anthony before he got promoted.

"And there it is." The employee said; pointing to the case. Anthony smiled down at his contribution to the museum as he put an arm around Beatrice.

"That's so cool," Beatrice said, turning to Anthony. "You're so cool, Pops."

"Yeah," Anthony mumbled. He took his eyes away from the case to look at his granddaughter and gave her a playful shrug. "I'm the coolest."

The museum employee smiled at the two before shaking Anthony's hand and leaving them to explore the rest of the exhibit. Beatrice was walking around when something caught her eye. On the back wall of the exhibit was a plaque and behind it was one of the best things Beatrice had ever seen.

The shield of Captain America.

It stood on a stand in its own glass case, spotlights on it to have it shine with justice and freedom. Beatrice walked up to the plaque and started to read it aloud to herself.

"In Memory of Captain Steve Rogers, also known as Captain America. A true soldier and an ex...exem-"

"Exemplary example of man."

Beatrice turned around to the voice and found a woman. She looked to be around her grandfather's age with white hair and wrinkled skin. She was dressed rather professionally in a blazer and skirt, with small heels to match. She was also holding a cane with a gold bobble at the top. She walked over to the plaque and Beatrice with a smile on her face.

"You know, I'm gonna tell you a secret." The woman said, and it was then that Beatrice noticed her accent. It was British. She bent down to Beatrice's ear and whispered, "That's not his real shield."

Beatrice turned to her shocked, turning to the shield and back. "What?"

"It's a replica of the real thing. There is no bullet grazes in the metal from when I took a shot at it."

"You shot at Captain America?" Beatrice said, almost shouting it before looking around and whispering to the woman, "You shot at Captain America?"

"Professionally shot at Captain America." The woman explained. Beatrice was gonna ask what she meant when the clicking of Anthony's cane caught the two woman's attention.

"Well, I'll be," Anthony said, seeming to be almost stunned at the person in front of him. "Agent Carter is that you?"

"Depends on who is asking." The woman said with a playful look in her eyes.

"Lt. Anthony Babino at your service, ma'am." Anthony saluted.

The woman, Agent Carter, got a wide smile on her face and held out her hand to Anthony. "Lt. Of course. How are you?"

"Still going. I see you met my granddaughter."

Agent Carter turned back to Beatrice and smiled again, "Oh, she's yours?"

"Yessiree. Beatrice, this is Agent Peggy Carter. She kicked my butt in basic training back in the day." Anthony explained. Beatrice looked surprised and almost in awe before sticking her hand out to Agent Carter.

"Nice to meet you, ma'am," Beatrice said. Agent Carter took her hand and gave her a firm shake.

"You can call me Peggy, sweetheart." 


	2. the one with all the phone calls

_A few years later..._  
 ** **WASHINGTON D.C.****

The country's capital was glowing on this bright sunny day in April, the patriotism leaking through every pore of it. Through the streets were tourists taking pictures of the monuments and the locals just trying to get through another day in D.C. One family in particular; two mothers, a teenage daughter, and her younger brother were standing outside a café just a couple yards from the Washington Memorial. The boy decided that morning to wear his favorite t-shirt, black with a curvy lightning bolt looking "S" in shiny silver. He looked around the busy streets, hoping to catch his favorite superhero pass by.

A few tables away, Beatrice sat with a cup of coffee in front of her, and her newest favorite book "The Magicians" by Lev Grossman open to page 109. Just as she was taking another sip of her coffee, her phone alarm started to go off, signaling her that her break was over. Beatrice quickly put her bookmark on the page she left off on, finished the last of her coffee and threw the cup in the trash as she pocketed her phone. As she was walking away, a bike messenger sped through a crowd and made Beatrice jump back and drop her book. It slid against the cobblestone to the chair that the little boy was sitting at. He looked down just as Beatrice bent over to pick it up, and when she looked up to him, he was star struck.

"Y-You're-" He tried to say, but his stutter wouldn't let him finish. Beatrice smiled at the boy and gave him a wink as she stood up. Just before she was about to leave, something caught her eye.

"I like your shirt."

The boy sat in his chair, utterly shocked as Beatrice walked over to the motorcycle parked on the side of the road. She stuffed her book in the compartment under the seat and turned to give the kid a small two-finger salute before putting on her helmet and jumping on the bike. The boy quickly turned to his parents and sister and started shouting about his hero _Sterling_ and pointing in Beatrice's direction, but she was gone.

Beatrice sped down the road, dodging cars and trying to make it to the Triskelion on time. When she stopped at a red light, she pressed the side of her helmet and the visor lite up with a program.

 ** **What can I do for you today, Ms. Babino?**** Jarvis asked through the built-in speakers Tony had installed with the helmet. This was a Christmas present to Beatrice when he found out that she sometimes borrowed Steve's bike. Mainly so when he called her, she could answer no matter what.

"Hey Jarvis, could you get Steve on the line?" Beatrice asked.

The traffic light turned green and Beatrice sped off again as Jarvis responded, ****Certainly.****

A picture of Steve that Beatrice had sneakily taken one night popped up on her visor as she waited for her boyfriend to pick up. After a couple more rings, the voice of one Steve Rogers came through.

 _"Rogers."_

Beatrice smiled at his deep assertive tone as she turned a corner, "Hey. It's me."

 _"Oh, hey."_ Steve's voice changed like someone had hit a switch in him at the sound of Beatrice's voice. It now sounded more relaxed with a hint of a smile.

"No need to worry, I'm just checking in on you. How was the mission?" Beatrice asked.

 _"Just cleaning up some of Fury's messes out on international waters. You know, the usual."_

"Ooo, fun. We still on for date night tonight?"

A sigh came through the line before Steve spoke up, _"You know what sweetheart, how 'bout a night in? I kind of just avoided getting blown up by a grenade and I'd really like to just relax with you."_ A blush snuck its way up Beatrice's neck and a silly smile crept on her face.

"So, how about I order some food when I get back home and we watch some movies on your list? I still haven't shown you the amazing world of Lord of the Rings." Beatrice offered.

 _"Make it Star Wars and you got yourself a deal. I'll see you at the Triskelion?_ " he asked.

"I'm driving up to it right now."

 _"Okay, I'll see you in a bit."_

"Bye."

Beatrice heard the beeping from Steve hanging up their call and was about to turn her helmet off when an incoming call popped up on her visor. A selfie that the man himself sent her came on her screen and she rolled her eyes at the coincidence. A chuckle came out of her when she vocally accepted the call.

"Tony?"

 _"Babs! Hey, how is my favorite silver star?"_ Tony asked, his voice loud and blaring music pounding in the background. Beatrice winced, trying not to close her eyes on how loud his call was as she dove into the Triskelion garage. Many of the black SUVs and town cars were parked there along with some of the agent's own modes of transportation. Beatrice pulled into a spot and put up the kickstand on the bike before pressing on the side of her helmet.

"Jarvis, transfer Mr. Stark's call to my phone," Beatrice asked the AI.

 ** **Of course, Ms.****

Beatrice pulled off her helmet and ran her fingers through her hair before pulling out her phone from her pocket. "Tony, are you at a party right now?" Beatrice asked, tucking her helmet under her arm and getting off the bike to start her way into the S.H.I.E.L.D. building.

 _"Is that judgment I hear in your voice? You know I hate when you judge me, Babs."_ Tony shouted.

"I won't judge you if you go to a quiet place to tell me why you called."

Some shuffling was heard before a sliding noise was made and all the party mayhem was gone from their conversation. _"I just wanted to call. I miss my best friend."_

"Tony, we saw each other like two weeks ago. Are you sure that this isn't the tequila talking?" Beatrice asked as she walked down the hall.

 _"Shame on you, Beatrice. You know I am a drinker of the darker liquors. It's whiskey or nothing."_ Tony explained. _"But no, I just missed you is all."_ The tone shift in his voice made Beatrice stop just as she was about to press the button to the elevator.

"You okay?" Beatrice asked. She pressed the button and the elevator doors opened. She quickly walked in and said the floor she needed before it started its way up the building.

 _"I just, I had the nightmare again."_

"From Loki's portal?"

 _"Yeah. I think its messing with my head, and not in a good way."_

The elevator dinged and Beatrice walked out on the 34th floor, making her way down the hall to her office. Her secretary, a shy looking intern boy by the name of Justin, stood up as she made her way towards him.

"Agent Babino. You have messages from the Director, Agent Romanoff and a request call from the Wakanda Embassy." Justin said, looking down at his tablet and pushing his glasses up his nose as he followed Beatrice into her office.

"Thank you, Justin." Beatrice smiled. She rounded her desk and took a seat, her phone wedged between her shoulder and her ear as she dug around for a pen and paper. "You know what Tony, how about I come down to visit next week? I'll ask for some days off and we can hang out. I'll even let you take me out to that one place you were telling me about a while ago with the built-in tattoo parlor." She scribbled down a small note for herself before focusing back on her best friend.

 _"Seriously?"_

"Seriously. Okay? Text me later about it, I have to go."

 _"Alright, Ms. S.H.I.E.L.D. agent. Love you."_

Beatrice grabbed her phone from her shoulder and let a large grin come on her face, "Love you too. Bye."

After hanging up the phone, Beatrice looked up at her assistant and entwined her fingers together on her desk, giving Justin her utmost attention. The boy had won the jackpot getting a job at the Triskelion, he wasn't a full agent yet but was working on it with training lessons from Agent Barton every few days. He was mostly there because of his remarkable brain; Justin had an eidetic memory meaning he could remember anything he read or saw and that helped him to gain an IQ of 217. If Beatrice had it her way, Justin would be working in the labs or with her friends Tony and Bruce Banner. But he was stuck helping her for the time being.

"Alright Justin, you said you had some messages for me?"


	3. a different future

The day went on as it should; with Beatrice making the calls she needed and then waiting till 4 to go up as see the Director. Natasha had called just to check in and warn her of an upcoming mission they might need her on, and The Wakanda Embassy needed to know about the trip Beatrice was taking to visit the king and talk more about its cooperation between the country and S.H.I.E.L.D. Just had she had started spacing out of sheer boredom, Justin came to the door and knocked, snapping Beatrice from her daydreams.

"Agent, you meeting with the Director is in 5 minutes."

Beatrice smiled and got up from her desk, "Thank you, Justin." She walked out of the office, Justin trailing behind her as she shut the door and passed her S.H.I.E.L.D. key card over the sensor to lock it. "I'm off after this meeting which means that you are good to go if you want."

"Thanks, Agent Babino. I can get a head start on warm-ups for my training with Agent Barton today." Justin explained with a smile. Beatrice put a hand on his shoulder and squeezed.

"All of this will pay off, trust me," Beatrice said. She gave Justin one last pat on the shoulder before heading towards the elevator. The ride up to the top floor was quiet and it was times like this that she wished that some music would play on the elevators in the building. A ding went off and Beatrice exited the elevator to face Fury's secretary.

"You're right on time." She said, standing up from her desk and walking Beatrice to the doors leading to Director Nick Fury.

"I try," Beatrice said, and opened the door into the vast office of the Director of S.H.I.E.L.D. Nick Fury sat in his seat behind his desk, his eye on something on the computer screen in front of him before having it moved to Beatrice.

"Babino, thanks for coming up here." He said with a small smile. Beatrice sent a small smile back to her boss before walking over and taking a seat across from him.

"Its what you pay me for, sir. What is this meeting about?" Beatrice asked. Nick fixed his posture, and before he could get a word out, the doors to the office opened and Steve Rogers walked into the surprise of both agents in the office.

Steve was dressed in his dark blue stealth suit, his blonde hair messy from his helmet and it looked like he had a bone to pick with Fury. "You just can't seem to stop yourself from lying, can you?" Steve asked, and then took quick notice of Beatrice sitting in a chair across from Fury. "What are you doing here?"

"I have a scheduled meeting with the Director. What are _you_ doing here?"

"He's here to bust my balls about something. And I didn't lie, Romanoff had a different mission than you."

"Which you didn't feel obliged to share."

"I'm not obliged to do anything."

"Those hostages could have died," Steve said, the tone of his voice very deep and serious. Fury though did not seem to hear or care about the tone he was using.

"I sent the greatest soldier in history to make sure that didn't happen." Nick countered.

Beatrice sat between the two, looking back and forth between sides like she was watching a tennis match, "Soldiers trust each other. That's what makes it an army, not a bunch of guys running around shooting guns."

"Last time I trusted someone, I lost my eye," Nick said, standing up to Steve's level. "Look, I didn't want you doing anything you weren't comfortable with. Agent Romanoff is comfortable with everything."

"I can't lead a mission if the people I'm leading have missions of their own."

"It's called compartmentalization. Nobody spills the secrets in nobody knows them."

"Except you," Steve said, pointing at Fury. There was an awkward pause that finally caused Beatrice to step in.

"Alright, gentlemen. Maybe its time to holster the testosterone." Beatrice said as she too stood up.

Fury sighed and took a step back before refocusing on Steve. "You're wrong about me, I do share. I'm nice like that." Beatrice raised an eyebrow at the last sentence Fury said before he turned to her. "Babino, would you like to join me and Rogers on a little trip? It's where I was going to bring you to our meeting."

"If that's the case then I don't think I have much choice, do I?" Beatrice joked. All three walked out of the office and back into the elevator. Fury leaned against the railing as Steve took a soldier-like stance and Beatrice leaned up against the glass across from Fury.

"Insight Bay," Fury announced to the elevator.

 _Captain Rogers and Agent Babino do not have clearance for Project Insight._

"Director Override. Fury, Nicholas J."

 _Confirmed._

The elevator started to move downwards, and there was a small pause as no one looked at anyone else. "You know, they used to play music," Steve said, breaking the stillness in the elevator.

"Yeah. My grandfather operated one of these things for forty years. My granddad worked in a nice building; got good tips. He walked home every night, a roll of ones stuffed in his lunch bag, he said 'hi', people would say 'hi' back. Time went on and the neighborhood got rough. He said 'hi', they said 'keep on steppin.'" Fury explained, catching Steve's eye. The two kept eye contact as he continued, "My granddad kept a grip on that lunch bag a little tighter then."

"They ever get mean?" Steve asked.

Fury chuckled and said, "Every week some punk would say, 'What's in the bag?'"

"What did he do?"

"He'd show 'em. A bunch of crumpled ones, and a loaded 22 Magnum."

Beatrice blinked at Fury, then noticed that the elevator had gotten darker while the boys talked. She turned and watched the concrete surround them as the descended. Finally, the scenery opened to a large hanger, thousands of people working on god knows what. "Whoa."

"My granddad loved people. But he didn't trust them very much." Fury explained. Steve finally acknowledged that Beatrice had spoken and looked over at her, then trailed his eyes to what they were getting into. "Yeah I know, they're a little bit bigger than a 22."

Inside this underground hanger were large machines that resembled tiny Helicarriers. Large guns protruded from the bases of these ships, making a chill go down Beatrice's spine. Looking over those machines made something not sit well with the agent.

"This is Project Insight. Three next generating Helicarriers synched to a network of targeting satellites." Fury explained, walking Steve and Beatrice further into the hanger. Beatrice couldn't keep her eyes still as the moved around all the weaponry around them.

"Launched from the Lemurian Star," Steve said, figuring out Fury's plan.

Fury doesn't acknowledge Steve's sentence and keeping talking, "Once they're in the air, they never need to come down. Continuous suborbital flight courtesy of our _new_ repulsor engines."

"Stark?" Steve asked.

"Eh, he had a few suggestions once he got an up-close look at our old turbines."

The three kept walking, Fury showing them the new Helicarriers. Walking under one of them Beatrice could see all the guns attached to it, like barnacles attached to the bottom of a sailing ship. Once they got to the next level, they came face to face with the new project. The platform they were on started to move as Fury continued his tour.

"These new long-range precision guns can eliminate a thousand hostiles a minute. The satellites can read a terrorist's DNA before he steps outside his spider hole. We're gonna neutralize a lot of threats before they even happen."

"Director," Beatrice said, pulling her eyes away from the Helicarriers to look at her boss. "I know we are in a world where we need to be prepared for the worst, but doesn't this seem a bit extreme?"

"Yeah, I thought the punishment came after the crime." Steve agreed.

"We can't afford to wait that long."

"Whose we?"

There was a moment of silence before Fury started to explain, "After New York, I convinced the World's Security Counsel we needed a quantum surge in threat analysis. For once we are way ahead of the curb."

"By holding a gun to everyone on Earth and calling it protection," Steve replied. Fury turned to face Steve more before opening his mouth again.

"You know I read those SSR files," he started, gaining Steve's eye as it had wandered to look around more, "'The Greatest Generation'. You guys did some nasty stuff."

Steve didn't even miss a beat to answer, "Yeah, we compromised. Sometimes in ways that made us not sleep so well. But we did it so that people could be free. This isn't freedom, this is fear."

"S.H.I.E.L.D. takes the world as it is, not how we'd like it to be. And it's getting near past time for you to get with that program, Cap."

"Don't hold your breath." After that, Steve walked away. At least he started to until he heard her voice.

"Steve!"

He turned, looking at Beatrice who jogged a little to catch up to his long strides.

"You're not okay with this, are you?" He asked, pointing to the large Hellicarrier that sat in front of them.

Beatrice stood in front of him, confliction in her eyes, then turned to the Hellicarrier and back to him. "I don't approve of the project. But, I understand where he is coming from."

"Beatrice-"

"Steve I was pushed into this world with heroes and aliens and things that shouldn't be normal but are. And for some people, knowing all this and thinking that everything is a possibility is terrifying." Beatrice explained. "I disagree with the outcome of that fear, this is definitely not right. But I understand it."

"Agent Babino!" Both Steve and Beatrice turned to Fury who hadn't moved from his place in front of his new Hellicarrier. "We still need to finish our meeting."

Beatrice turned back to Steve, grabbed his upper arm and squeezed. "Please don't be mad at me for this. About my reasoning."

"You know this is wrong."

"I do. So let me go try and make something right about the situation."

Steve looked over Beatrice, every freckle and tiny bits of her face before pulling her in and kissing her head. "I trust you." He felt Beatrice nod into his chest, then let her go and gave her one last look before walking off.


	4. the assassin in the road with a gun

"Now Agent Babino, I wanted to bring you down there for a very specific reason."

Beatrice looked at her boss with an eyebrow raised. They had just let Project Insight and were heading back up to Fury's office. After Steve had left, Beatrice felt this new weight on her shoulders; not only to try and talk to Fury about the project but also try and not let Steve down.

"And that would be because...?"

"I want you to help me finish the project before the Hellicarriers hit the sky. You are one of my best agents and your opinion means a big deal for me." Fury explained. Before Beatrice could respond to that, the elevator doors opened and Fury walked out, leaving Beatrice standing in shock still at his words. She quickly blinked and jogged to catch up with Fury, through the doorway to his office, and then to his desk where he stood.

"Um, Director. Thank you for your thoughts. But to be completely honest, I don't think the Hellicarriers are a good idea." Beatrice said. Fury turned and looked at her with a hardened glance, which she took as a cue to continue, "These things would be taking out assets that have the potential to do something wrong, the word _potential_ is the thing that sticks out. What if they never do anything to threaten people?"

"What if they do?" He asked back.

"Sir, we can't execute people when they haven't done anything wrong. If a 4-year old boy comes up as a threat, you're telling me you would take him out?"

Fury put his hands on his desk, leaning forward to make sure Beatrice caught his next words. "If it saved the world, yes I would."

"Director Fury, please-"

"I think you have said enough, Agent Babino. You're dismissed."

"But sir-"

"Don't make me say it again, agent."

Beatrice's shoulders slumped with defeat and then started to make her way out of the office. Before walking away completely, Beatrice stopped at the doorway and looked back to Fury who was looking at something small in his hands. "Just think about it, sir. Before you do something you'll regret."

The Director gave her one last look before she walked away and back to the elevator that took her to her office. She didn't want to go home, and she didn't want to stop at Steve's apartment just yet. She did not want him looking at her like he did earlier like she took some part in making those Hellicarriers. It made her sick to think that he was disappointed in her.

Once she reached her office again, she unlocked the door with her key card and walked to her own desk, sighing as she fell into her chair. On her clear desk laid a fancy computer, phone with essential contacts on it, a keyboard, some office supplies and a few photographs in frames. One was of Natasha and Clint with Beatrice on her first day of S.H.I.E.L.D.; a smirk on Natasha's face, Clint sporting his "murder glare" resting face and Beatrice smiling like it was her first day at kindergarten.

The next picture was of Beatrice and Tony, on a vacation he brought her on to quote un-quote _get away from our balls and chains_ even though Beatrice knows for a fact that Tony would be nowhere without his partner Pepper Potts. They went to the Amalfi Coast in the Campania region of Italy for 2 weeks and spent it sightseeing, and relaxing while a little bit intoxicated. The picture was of the two of them taking a selfie in front of a great view of the cliffs from Tony's room balcony, Beatrice sticking her tongue out and Tony wearing a pair of colorful sunglasses making a silly face into the camera. She had to admit, that was one of her happiest memories, next to a bunch she had with Steve.

Which brings us to the last picture Beatrice had on her desk. For their one year anniversary, Steve pulled out all the romantic stops for Beatrice. They spent the whole day together, from when he arrived at her door at 9 am with flowers and breakfast from their favorite diner to the end of the day when he took her to a really nice restaurant they tended to go to for the more expensive date nights after they moved to DC. The picture was from their small detour to the zoo from that day, since Beatrice had convinced Steve to take a selfie with her in front of the seal underwater enclosure. Steve was kissing Beatrice's cheek while still keeping a small smile on his face while Beatrice smiled widely at the camera behind her sunglasses.

Beatrice smiled at the last photo and picked it up, rubbing her thumb over the glass near Steve's face. She cared about him so much, much more than any relationship she had before him, but there was still a block that she had not been able to get through with their relationship. Neither had said "I love you" and it has been nearly two years of dating for them. She knew right from the bat that she was going to go slow with Steve, I mean their first kiss wasn't until three months into dating, but to say those words were terrifying for Beatrice. She knew about Peggy, and how much she meant to Steve. There was always going to be a part of him that loves her, that's just what happens when you love someone, but Beatrice feared that he would never feel that way for her like he feels for Peggy. And it was that fear that made her stay silent about her feelings.

Before she could even think, her cell phone went off in her pocket. Beatrice jumped, then pulled it out to see an odd text. While still very confused, Beatrice got up, locked her office door from the outside, and started her descent down to the lobby of the Triskelion.

Outside waiting was Director Fury in a black SUV, almost like the one Agent Ward picked Beatrice up in nearly two years ago before the Battle of New York. "Director?"

"Get in," He said, the passenger side door opening on its own to her, "We have some things to discuss."

Hesitantly, Beatrice got in the car and as soon as the door was shut, Fury started to drive. There were an awkward few minutes of silence before Fury pressed a button on his dashboard and a voice came out.

 ** **Activating Communications Encryption Protocol.****

"Open secure line: 0405."

 ** **Confirmed****.

At the corner of the windshield, a picture of Agent Hill, who Beatrice haven't seen in months, pops up like its a computer screen. "This is Hill."

"I need you in DC. _Deep Shadow_ conditions." Fury said. Beatrice's eyebrow raised at the term, _Deep Shadow?_

There was a sigh, then Agent Hill said, "Give me four hours."

"You have three. Over."

Just as you were pulling to a red light, Fury turned to Beatrice, knowing she had questions, "Director, what is going on?"

"You were right." He said.

"About?"

"Project Insight. There's something not right that is linked to it and I'm trying to have the launch delayed. But I need your help."

As Beatrice was about to respond, Fury's eye caught on something behind her. She turned to see a police car and two policemen inside, both wearing dark sunglasses and turned towards her and Fury. "Wanna see my lease?" Fury said, then let out a huff and turned back towards the road. Beatrice watched as the police officer in the driver's seat leaned forward to turn on the lights, then started to drive again.

"That wasn't weird." Beatrice said as they continued driving as well. Fury stayed silent, watching the road as he drove.

 ** _ **BAM!**_**

Suddenly, a car drove into the driver's side of the car, sending the airbags to activate and the car to swivel uncontrollably. Beatrice slammed into the car door, her head hitting the glass window and her upper arm pounding into the interior of the car. Beatrice looked up, her vision fuzzy from the hit, and saw that it was a police car that had hit them. The car got hit again, this time from the front, and Beatrice saw that it was the same police car they saw at the red light.

Two more hits from other police cars, one to the back and one near Beatrice's side, and they were surrounded. Fury, with a busted lip and bloody nose, looked over to Beatrice and saw her unfocused eyes and how she cradled her upper right arm.

 ** **Fracture detected****. ****Recommend anesthetic injection****. The AI put up a screen in front of Fury, then another of Beatrice's X-Ray next to it. ****The passenger has sustained contusion and a mild concussion.****

"You alright, Babino?" Fury asked as he pulled out an anesthetic and shoved it into his arm like an epi-pen.

"I'll live. Why are the police doing this?" Beatrice asked.

 ** **DC Metro Police Dispatch shows no units in this area.****

A chill went through Beatrice's body as SWAT, or people pretending to be SWAT show up in a large black van. "Then who...?"

"Get us out of here." Fury said just as the police started shooting at the car. The glass on the windshield and windows showed that the bullets hit but didn't make it through. _Bullet proof glass,_ Beatrice thought.

 ** **Propulsion system offline.****

"Then reboot them dammit!"

More and more bullets rained down on them, and slowly the SUV's armor integrity started to dwindle down. Beatrice could only watch as they were shot at, not even knowing why it was happening. Just then, some of the SWAT brought out a large black metal contraption, and Beatrice recognized it from an earlier mission she had been on.

"Oh, crap."

 ** **Warning, window integrity compromised.****

"You think?! Babino," Fury said, gaining her attention away from the people attacking them, "I need you to move into the back seats. Now."

Beatrice nodded and moved into the back seats as Fury moved into her seat. Watching as the men aimed their high tech battering ram, Beatrice felt the silver of her rings encompass her hands and arms.

"How long till propulsion?" Fury asked.

 ** **Calculating...****

Just then, the battering ram hit the window and sent the car rocking and Beatrice sliding to the other side of the seats. "Director..."

 ** **Window Integrity: 31%. Deploying countermeasures.****

"Hold that order."

The battering ram hit the window again, the glass gained more spider web fractures then before. ****Window Integrity: 19%. Offensive measures advised****.

"Wait!" Fury said, watching the scene before him. He looked quickly at Beatrice who was behind his seat, and said quickly, "When I say now, get down alright?"

"Okay." Beatrice nodded. One more hit from the battering ram and the AI came back, ****Window Integrity: 1%.****

"Now!"

The center console moved and something was lifted up high enough for Fury to grab, and when he moved it to face the driver side window, Beatrice noticed it was actually a gun. She got down just as bullets started to fly out the window and hit the impostors trying to attack them. The bullets shattered the already fragile bullet-proof glass, and Beatrice could hear the sound of explosions outside when the AI spoke.

 ** **Propulsion systems now online.****

"Full acceleration, now!" Fury yelled over the gunfire. The car started to move forward, but the abandoned police car in front of them was in the way, so the car backed up and hit the other abandoned police car and then drove off, Fury still firing away. "Babino! Get a hold of the Triskelion, ASAP!"

Beatrice quickly pulled her phone out of her pocket and sighed when she saw the cracked screen. "Dammit!"

"What?"

"Phone's busted from the crash," Beatrice said, trying to swipe at the screen, but nothing was happening. "I can't make the call, sir."

"Give me the wheel!" Fury yelled, moving back to the driver's seat. "Keep trying to use that phone, Babino. Get me Agent Hill."

 ** **Communications Array damaged.****

"Then what is _not_ damaged?"

 ** **Air conditioning is fully operational.****

"Oh good, it might get stuffy in here while we're getting shot at!" Beatrice yelled at the car, still trying to get her phone to work.

The car weaved its way through lanes, definitely over the speed limit and very dangerously having fake police chase after them. The had just passed a large bus trying to cut off the cop cars when the AI spoke up again.

 ** **Traffic ahead.****

"Get me an alternate route." Fury said. Beatrice looked back to the back window to see that the police cars were still on their tail. "Anything, Babino?"

"No, nothing."

"Keep trying."

 ** **Traffic alert on Roosevelt Bridge. All vehicles stopped. 17th Avenue clear in three blocks, directly ahead.****

A few more minutes passed before Fury was able to sneak in between two lanes and have the cars on either side of them cut off the police cars. Fury kept driving ahead, hitting pedestrian cars until he couldn't move and one of the police officers got on top of a car as started shooting at them with an assault rifle. Civilians ran scared on the sidewalk, and Beatrice wanted to go out and help them but knew she would only make things worse if those people were out to kill her as well as Director Fury.

One of the police officers started to shoot through a bus to get to them, but Fury started moving the car and hitting abandoned cars to get through the traffic. He then backed up, hit one of the guys that were behind them, then was off again with the police cars on their tail. Beatrice's shaky hands continued to try and get her phone to work, then out of sheer luck, the lock screen started to listen to her fingers.

"Ah! It's working!"

"Call the Triskelion!" Fury yelled, pressed into his seat as one of the impostor cops shot into the open window. Beatrice tried to get her contacts open when the car rammed into one of the police cars and one of the police clung to the car door through the window. His gun was firing continuously as Fury and he fought in the driver's seat. Just as the second police car rammed into the other side of the SUV, Beatrice clicked on a contact. She had put the Triskelion under "HOME" so if someone had gone through her phone they wouldn't think twice about the number. But she instead pressed "Holt, Justin".

 ** **Warning: approaching intersection.****

Beatrice pulled the phone to her ear just as Fury slammed on the breaks and sent the police cars right into traffic to get hit by a large truck and listened to it ring a could to times before a voice mail came through. _Hey, this is Justin. I can't pick up the phone right now, but leave me a message and I'll call you back._

"Fuck, I called Justin instead," Beatrice said out loud. Looking at the predicament they were in, she decided to leave a message for Justin, knowing her phone might not listen to her after this. "Justin, it's Agent Babino. Something's wrong, the Director and I are in danger. Call the Triskelion, call Steve. Call anyone who can-"

Beatrice looked up and saw with her still-blurry vision a being in black standing in the middle of the street. "What the hell?" It raised a large gun-looking device to the SUV, and it looked as if something flew towards and under the car. Next thing they knew, an explosion went off and sent the car flying front first and flipping down the road. Beatrice, as quickly as she could, moved the silver from her hands and arms to her neck and back of the head, as she tried not to fly through the windshield of the car. It slid on the roof of the car, then stopped with a crunch. Beatrice moaned as she tried to move, she opened her eyes to see that she had landed in the passenger's seat next to Director Fury.

"Director?" Beatrice groaned, shifting to her side through the broken glass under her.

"He's coming."

"He?"

Fury turned and pulled out a something Beatrice registered in her mind as a low tech lightsaber and started to carve a hole through the roof of the car and the cement. "Babino, go."

Beatrice made her body move quickly as pain rippled through it and she slid down the hole, landing on the cement of the sewer. Fury came next, much like her injured and quick, and he grabbed her arm to pull her down the sewer line.

"We need to go, now."

"Director, what just happened? Who were those guys? Why did they-"

"Babino, we can't discuss this right now. Right now, we need to find somewhere covert." Fury explained. Beatrice scrunched her eyebrows together as they walked down the sewer line in painful silence, Beatrice slowly figuring out the one place the Director would choose to go now.

On the surface, the being dressed in black had made it to the car and saw it was now empty aside from the large hole. He looked around and picked up something that was buried in the glass from the car. It was a phone, the last call made just fading from the screen and a picture of a woman with brown hair and sunglasses and a blonde man kissing her cheek came up. He didn't recognize them, but knew that this was important to the mission, and pocketed the phone before walking off.


	5. foxtrot

Beatrice and Director Fury walked through the sewers before going back above ground and making it to the "disclosed location". AKA - Steve's apartment. They moved up the building as quietly as they could and Beatrice used her key to get in, then sneaked in with Fury behind her.

"Don't turn the lights on, we don't need anyone else knowing that we're here." Fury said, limping into the leather chair in the corner.

"I know where Steve keeps the first aid kit, give me a second an-"

"No, don't. The less we move around the better we stay hidden." Beatrice looked at her boss and scrunched her eyebrows together in confusion. She moved slowly to the couch and sat on the floor in between that and the coffee table, out of the window's view _just in case_.

"Sir, what's-"

Fury cut her off again, this time with a finger to his lips. The room fell into a stilled silent, and Beatrice though that even if she blinked, she would give them away. Fury moved with a grunt and faced the small record player Steve kept in the room. A few seconds later and low music started to fill the apartment. Beatrice let a small smile slip on her face as the orchestra played through and the beginnings of lyrics bounced off the walls. _Never thought that you would be standing here so close to me. There's so much I feel like I should say. But words can wait, until some other day._

Something moving again caught her eye and Beatrice looked up to see Fury pull out his phone an type on it before showing her the screen.

 ** _ **SHIELD HAS BEEN COMPROMISED**_**

The orchestra started to get louder as a part of Beatrice cracked. Her eyes went wide at this and looked at Fury's face only for him to nod at her almost heartbreaking expression. Beatrice looked down to her knees, which had been pulled up to her chest, and hugged them close to herself. She could feel her hands shaking as they became fists, but that didn't even stop the tremors. She shook her head, before stopping because of her concussion, and swore under her breath.

"Fuck."

* * *

After going to the museum, visiting Peggy and meeting up with Sam, Steve was completely ready to have a night in with Beatrice. He rode his bike down the familiar DC roads before parking in front of his building. With a flick of his ankle to kick up the kickstand, Steve was off his bike and pulling out his phone from his jacket pocket. He had no new messages, which he found a little odd because Beatrice had gotten into the habit of texting him when she got to his apartment, or throughout the day. Maybe the whole thing with Project Insight made her think that Steve was mad at her, which he wasn't. Ha was mad at S.H.I.E.L.D. for even thinking of that plan.

Walking into his building, he kept his eyes on his phone, texting a small message for his girlfriend.

 _hey, i am at my apartment now, are we still on our night in?_

Once he got up to his floor, he caught his neighbor's eye, who was talking on the phone while holding a basket of laundry and locking up her apartment. "Sorry. My aunt, she's kind of an insomniac." Kate said, rolling her eyes and tossing her phone into her basket.

Steve smiled, which caused Kate to smile, which led them to an awkward silence. He was about to just turn to his door when something came to mind.

"Hey-ah, you didn't happen to see Beatrice walk past today, did you?" He asked. Kate's smiled wilted a little before a look of confusion came on her face.

"No, not today I haven't. She usually comes by to say hi when I'm home." Kate explained. Steve nodded, still having this unsettled feeling in his stomach when he went to turn back around, it was Kate that stopped him this time. "Oh but I think you left your stereo on."

"Oh. Well, thank you."

With one more smile, Kate walked down the stairs and out of sight. Letting Steve move back into Captain-mode and listen in on his own apartment. Soft jazzy music was definitely being played in his apartment, and Steve knew for a fact that he didn't leave his record player on. _It could be Beatrice._ Steve thought for a second, but then why hasn't she texted him back? There were too many questions about this situation, so Steve did what he thought was best.

And that was to scale the building to climb in through one of his windows.

Once inside, Steve could hear more clearly that it was his Harry James record playing throughout the space, as _It's Been a Long, Long Time_ finished and started again. The apartment was dark, and aside from the music playing, it was too quiet too. Steve grabbed his shield and moved against the wall slowly, making sure every move he made was silent, just as he peaked around the corner, he saw someone sitting in his corner chair, and as his super soldier eyes adjusted to the lack of light in the room, Steve saw that it was Fury lounging in his chair.

Steve relaxed, and sighed, "I don't remember giving you a key."

"No, but you gave me one."

Steve's eyes widened and moved to his couch where he could barely see Beatrice's head peaking out. She sent him a small smile, one that didn't really feel like a smile but more like a grimace, then turned to Fury who spoke up.

"Even if she wasn't here, you really think I need one?" He asked. It was silent for a second before he said, "My wife kicked me out."

"Didn't know you were married," Steve said, which made Fury smirk.

"There is a lot of things you don't know about me."

"I know, and that's the problem..." Steve moved and turned on the living room lights, which made him see what damage the Director was actually in. Small cuts were all over his face, and he had a pretty bad busted lip to match. His eyes then moved to Beatrice who looked about the same; her hair completely unkempt while she sported cuts like the Director over her face and her hands that he could see on her folded up knees. He went to move towards her, but was stopped when Fury lifted his hand and shook his head before turning the lights back off, submerging the room back into darkness.

He started to type on his phone and then showed Steve the screen which said, **_**EARS EVERYWHERE**_**. "I'm sorry to have to do this but I have no other place to crash." **_**SHIELD COMPROMISED.**_**

"Who else knows about your wife?" Steve asked, that unsettled feeling growing more and more as time passed. Fury typed again and showed him the screen which said, **_**JUST US THREE.**_** Steve took another look at Beatrice who was watching just as unnerved as he was but then turned to Fury as he stood up and walked a little towards Steve.

"Just my friends."

Steve looked a little unconvinced as Fury used the word "friends", "Is that what we are?" He asked.

"That's up to you."

Steve didn't have time to blink, let alone move, as bullets flew through the room and struck Fury multiple times. Steve ducked and fell as a few more shots went off, then started to move Fury around the corner and away from the windows. Once they were in the clear, another person popped into his mind.

"Beatrice?"

"I-I'm okay." She called out. Slowly, he watched as Beatrice army crawled away from her spot on the couch and hurried to their spot behind the wall. Beatrice was breathing a little heavy, from adrenaline, pain or something else entirely Steve didn't know, but once she looked down at Fury, her eyes grew wide one of her hands covered her mouth in shock. "Oh my god."

"Beatrice, I need you to stay here wit-"

A hand grasped his wrist, and Steve looked down to Fury who was gripping him. Steve lowered himself closer to him and watched as Fury opened the hand he had grabbed Steve with to show a silver flash drive. Steve took it as Fury started to talk through painful breaths of air. "Don't Trust. Anyone."

A couple pounds on the door later and the front door was broken open. Steve turned and looked through his shelves at the surprising image in front of him. His neighbor Kate with a gun in her hand.

"Captain Rogers?" She called, walking through and sweeping the apartment like a professional. As she got closer, she started to speak again, "Captain, I am Agent 13 of S.H.I.E.L.D. Special Service."

"Kate?" He asked, still confused at what he was looking at.

"I was assigned to protect you." She said, moving around him and ignoring his questioning look. Once she saw what had happened to Fury, she froze.

"On whose orders?"

"...His." She said. Beatrice looked just as shocked as Steve, letting him know that she didn't know about Kate either. Kate, Agent 13, whoever, moved to Fury's side and pulled out a walkie-talkie, putting her finger on Fury's pulse point to make sure he was still alive. "Foxtrot is down. He's non-responsive. I need EMTs."

" _Do we have a 20 on the shooter?_ " A voice asked through the talkie. Steve, who had already been looking out the window to see someone running away on the roof of the next door building, spoke up.

"Tell them I am in pursuit." As quickly as the words were out of his mouth, Steve took his shield and vaulted out of his apartment through the window and was gone.

* * *

Hours passed while Fury was in surgery, the night seemed to drag on painfully as Beatrice sat in the hall outside the viewing room. The whole day just hit her all at once when they got to the hospital and Beatrice was tired.

So, so tired.

Her body ached from the car accident, the small amount of pain relievers she was given for her arm and concussion were making her drowsy, but she still couldn't close her eyes because she knew that when she did, all she would see is the blood and hear the gunshots and feel that fear that she shouldn't be feeling when in Steve's apartment. So she just spaced out, staring at the tiled floor and watched people's feet walk by. When Natasha had gotten to the hospital, she didn't even notice Beatrice sitting in the hall, but went straight into the viewing room to try and get some answers. Beatrice was a statue, her brown-gnarled hair went over her face in a wild disarray she could have been mistaken for a feral patient if it weren't for her clothes.

When Steve walked out of the room, his eyes found her immediately sitting in the chair against the wall, and widened when he saw tears trail down her cheeks but she made no move to wipe them away. Steve walked over slowly, almost like he was trying not to frighten a baby deer, and stopped in front of her. Still, Beatrice did not move, staring at his legs.

"Beatrice."

Nothing.

Steve crouched down to become face to face with her and moved his hand to the side of her face and into her hair. He smoothed it down before bringing his thumb to brush away her tears. That seemed to get her attention as her eyes moved to Steve's face, looking it over in a sad, almost broken way. She knew he didn't have to say anything for her to know that Fury was gone. Looking into his worried face was the last straw though, their eyes connected and the tears started up again. Beatrice let out a sob as her head fell to her chest, her crying tremors going through her body until her whole being was shaking. Steve pulled her to him as he moved to sit in the chair next to her, tightening his grip as she continued to cry into him. He shushed her like you would a spooked animal, trying to calm her down with the gentle noise and the occasional kiss on top of her head.

After a few minutes, Beatrice calmed down and pulled away from Steve to wipe her eyes roughly, making them red and irritated-looking. Steve watched her as she tried to compose himself and let a small sad smile come onto his face. Beatrice looked over at him and watched as he pulled her to him again tapped his forehead against hers. Beatrice sighed and leaned into him, "He's gone, right?"

"Yeah," Steve whispered. Beatrice sniffed and tried to hold back the tears that wanted to come back, but she just snapped her eyes shut and basked in the comfort that was Steve Rogers.

"What happens now?" She asked. Steve looked over her face before seeing someone move towards them. Natasha looked over at them with her red eyes and moved her head to point down the hall before walking away. Steve sighed and looked back to Beatrice whose eyes were now open and watching Natasha strut away. She looked back at him and sent another smile that didn't reach her eyes and moved to stand. They got up, and while wrapping his arm around her shoulder, Beatrice and Steve made their way down the hall following Natasha.

They made it to the room where they were keeping Fury's body before arrangements were made. He was covered by a white sheet, his face showing a calm peacefulness Beatrice did not like because it was just a painful reminder that he was gone. Natasha stood over the body, her figure hunched in pain while Beatrice and Steve leaned against the far wall. Just then, Agent Hill walked into the room and stood on Steve's other side, somehow not breaking the silence until she actually spoke.

"They need to take him." She said, her eyes glossy and jaw tight. Steve looked over to her before squeezing Beatrice's arm and moving towards Natasha.

"Natasha."

Beatrice watched as Natasha moved to touch Fury one last time, before walking out quickly. Steve caught Beatrice eye and watched her nod before following Natasha out of the room. That left Beatrice with Agent Hill and the stillness of the room.

"I'm sorry, Maria." Beatrice said as the agent walked over to stand where Natasha just was, "I know that you were probably the closest thing Fury had to a family."

"Can I ask you something?" Hill asked, not moving to turn to Beatrice.

"Yeah, sure."

"I heard that some agents saw you get into a car with the Director a couple of hours before he was shot. Why did you get into a car with him?"

Beatrice's eyes widened, taking a moment to compose before responding. "He and I got into a little fight earlier that day. When I was leaving, I was gonna call a cab to Steve's apartment but then Fury passed by and offered a ride. On the way there he apologized, said he was in the wrong. That's it."

"You know something, Beatrice?" Hill said.

"What?"

"You've become a good liar over the years." Hill moved and finally locked eyes with Beatrice, her tear filled eyes catching Beatrice's cautious glance. "But not good enough to lie to me."

Hill walked out of the room after that, Beatrice following a minute later just to catch Steve walk passed. He stopped and looked her over just to make sure she was okay as Beatrice reached out and squeezed his shoulder.

"I have to go. S.H.I.E.L.D. needs me for something." He explained. Beatrice turned and saw Brock Rumlow standing not that far away, watching and seeming very impatient.

She sighed and turned back to Steve and caught the worried look in his eyes. "Are you going to be okay?" He asked.

"Yeah. I'm going to find Nat and hang with her for a while. I need the meds to wear off a little to do anything really." Beatrice chuckled. Steve looked over her face before bringing her into a hug, which surprised her.

"Remember what Fury said."

When Steve pulled back, Beatrice nodded, and with a quick kiss, Steve walked away with Rumlow and the rest of the S.T.R.I.K.E. team.


End file.
